[Pg Number]

[PG NUMBER]
2
Reference Number: 481990HN
Exhibit 10.4
[GRAPHIC OMITTED][GRAPHIC OMITTED][GRAPHIC OMITTED]
HSBC Bank USA, National Association
452 Fifth Avenue
New York, NY 10018
Fax: (212) 525-5517
Date: July 2, 2007
To: LaSalle Bank National Association, not in its individual capacity but solely in
its capacity as Trustee for the benefit of the RAAC Series 2007-SP2
Supplemental Interest Trust
135 South LaSalle Street, Suite
1511 Chicago, IL
60603
Attn: Global Securities and Trust Services, RAAC Series 2007-SP2
Attention: RAAC Series 2007-SP2 Trust
Telephone no.: (312) 904-4373
Facsimile no.: (312) 904-1368
Cc: Kimberly Sturm
Our Reference: Global No. 481990HN
Re: Interest Rate Cap Transaction
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of the transaction entered
into between HSBC Bank USA, National Association ("Party A") and RAAC Series 2007-SP2 Trust, acting
through LaSalle Bank National Association, not in its individual capacity but solely as Trustee for the
benefit of RAAC Series 2007-SP2 Trust ("Party B") on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by
the International Swaps and Derivatives Association, Inc. are incorporated by reference herein. In the
event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
For purposes of this Transaction, any capitalized and undefined terms contained herein (other than the
capitalized terms the definitions of which are contained in the Definitions) shall have the meanings
ascribed to them in the Pooling and Servicing Agreement dated as of January 1, 2006 (the "Pooling and
Servicing Agreement") relating to the RAAC Series 2007-SP2 Trust Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-SP2, which is hereby incorporated by reference into this Confirmation.
1. This Confirmation evidences a complete and binding agreement between Party A and Party B as to
the terms of the Transaction to which this Confirmation relates. This Confirmation, together
with all other documents referring to the ISDA Form, as defined below, confirming the
Transaction entered into between us shall supplement, form a part of, and be subject to an
agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA
Form") (as may be amended, modified or supplemented from time to time, the "Agreement") as if we
had executed an agreement on the Trade Date of the first such Transaction between us in such
form, with the Schedule thereto specifying only that (a) the governing law is the laws of the
State of New York, and (b) the Termination Currency is U.S. Dollars. In the event of any
inconsistency between the terms of this Confirmation and the terms of the Agreement, this
Confirmation will prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount: With respect to any Calculation Period during
which the Reference Transaction has not been
terminated, the lesser, if any, of (A) the amount
set forth on Schedule A attached hereto and (B)
the outstanding aggregate principal balance of the
Class A Certificates and Class M Certificates
immediately prior to the related Floating Rate
Payer Period End Date. Party A will be able to
access the outstanding aggregate principal balance
of the Class A and Class M Certificates via the
Trustee's internet website
http://www.etrustee.net; "RAAC SERIES 2007-SP2" as
the deal. This information will be posted at least
5 Business Days prior to the related Payment Date.
Trade Date: June 27, 2007
Effective Date: August 27, 2007
Termination Date: June 25, 2012, subject to adjustment in accordance
with the Following Business Day Convention
Fixed Amounts:
Fixed Amount Payer: Party B
Fixed Amount: USD 143,000.00
Fixed Rate Payer
Payment Dates: July 11, 2007, subject to adjustment in accordance
with the Following Business Day Convention
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer
Period End Dates: The 25th calendar day of each month of each year,
commencing September 25, 2007, through and including
the Termination Date, subject to adjustment in
accordance with the Following Business Day Convention
Floating Rate Payer
Payment Dates: Early Payment - Two Business Days prior to each
Floating Rate Payer Period End Date
Floating Rate Option: USD-LIBOR-BBA
Cap Rate: With respect to any Calculation Period, as set forth
in Schedule A, which is attached hereto and
incorporated by reference into this Confirmation
Designated Maturity: One month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Floating Rate for initial
Calculation Period: To be determined
Reset Dates: The first Business Day in each Calculation Period.
Compounding: Not applicable
Business Days: New York
3. ACCOUNT DETAILS:
Payments to Party A: HSBC Bank USA, National Association
ABA # 021-001-088
For credit to Department 299
A/C: 000-04929-8
HSBC Derivative Products Group
Payments to Party B: LaSalle Bank
ABA # 071000505
LaSalle CHGO/CTR/BNF:/LaSalle Trust
Account # 724879.3
Attn: RAAC 2007-SP2 Yield Maintenance
4. OFFICES:
The Office for Party A for this Transaction is New York, NY.
The Office of Party B for this Transaction is Chicago, IL.
5. CALCULATION AGENT: Party A
6. REPRESENTATIONS.
Each party will be deemed to represent to the other party on the date on which it enters into this
Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for this Transaction):-
(i) NON-RELIANCE. It is acting for its own account, and it has made its own independent decisions
to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based
upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party as investment advice or as a recommendation to
enter into this Transaction; it being understood that information and explanations related to the terms
and conditions of this Transaction shall not be considered investment advice or a recommendation to enter
into this Transaction. No communication (written or oral) received from the other party shall be deemed
to be an assurance or guarantee as to the expected results of this Transaction. Notwithstanding the
foregoing, the parties agree that LaSalle Bank National Association has executed this Confirmation
pursuant to the direction received by it pursuant to the Pooling and Servicing Agreement.
(ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction. Notwithstanding the foregoing, the parties agree that the LaSalle Bank National Association
has executed this Confirmation pursuant to the direction received by it pursuant to the Pooling and
Servicing Agreement.
(iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for, or an adviser to it in
respect of this Transaction/
(iv) PARI PASSU: Party A represents that its obligations under this Confirmation rank pari passu
with all of its other unsecured, unsubordinated obligations except those obligations preferred by
operation of law.
7. ISDA FORM.
(a) "Specified Entity" means, in relation to Party A, for the purpose of Section 5(a)(v), Section
5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of Section 5(a)(v), Section
5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not Applicable.
(c) "Specified Indebtedness" will have the meaning specified in Section 14 of the ISDA Form,
provided that Specified Indebtedness shall not include deposits received in the course of a party's
ordinary banking business.
(d) "Specified Transaction" will have the meaning specified in Section 14 of the ISDA Form.
(e) "Threshold Amount" means, with respect to Party A (or its Credit Support Provider), 3% of
shareholders' equity as described in its most recently published audited financial statement or its
equivalent in any currency.
(f) Sections 5(a)(ii), 5(a)(iii), 5(a)(iv); and 5(a)(vi) of the ISDA Form will not apply to Party B;
provided that Section 5(a)(iii) of the ISDA Form shall apply to Party B to the extent that Party B fails
to return a Return Amount under the Credit Support Annex. With respect to Party A and Party B, the
provisions of Section 5(a)(v) of the ISDA Form will not apply.
(g) Section 5(a)(vi) of the ISDA Form "Cross Default" applies to Party A, provided, however, that,
notwithstanding the foregoing, an Event of Default shall not occur under either (i) or (ii) above if (A)
(I) the default, or other similar event or condition referred to in (1) or the failure to pay referred to
in (2) is a failure to pay or deliver caused by an error or omission of an administrative or operational
nature, and (II) funds or the asset to be delivered were available to such party to enable it to make the
relevant payment or delivery when due and (III) such payment or delivery is made within three (3) Local
Business Days following receipt of written notice from an interested party of such failure to pay, or (B)
such party was precluded from paying, or was unable to pay, using reasonable means, through the office of
the party through which it was acting for purposes of the relevant Specified Indebtedness, by reason of
force majeure, act of State, illegality or impossibility.
(h) Section 5(a)(vii) of the ISDA Form applies to Party A and Party B; provided that with respect to
Party B, clauses (2), (7) and (9) will not be applicable as an Event of Default to the extent such event
relates to nonpayment of indebtedness other than that of the related class of Notes; clause (4) will not
apply to Party B to the extent that it refers to proceedings or petitions instituted or presented by
Party A or any of its Affiliates; clause (6) will not apply to Party B to the extent that it refers to
(i) any appointment that is contemplated or effected by the Transaction Documents or (ii) any appointment
that Party B has not become subject to); clause (8) will not apply to Party B to the extent that it
applies to Sections 5(a)(vii)(2)(4)(6), and (7) of the ISDA Form (except to the extent that such
provisions are not disapplied with respect to Party B.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA Form will not apply to
Party A or Party B.
(j) The "Automatic Early Termination" provision of Section 6(a) of the ISDA Form will not apply to
Party A or Party B.
(k) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) of the ISDA Form will apply,
provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax
Event upon Merger in respect of which it is the Affected Party.
(l) Section 6(b)(ii) of the ISDA Form will apply; provided that the words "or if a Tax Event Upon
Merger occurs and the Burdened Party is the Affected Party" shall be deleted.
(m) The ISDA Form will be governed by, and construed in accordance with, the laws of the State of
New York without reference to its conflict of laws provisions (except for Sections 5-1401 and 5-1402 of
the New York General Obligations Law).
(n) The phrase "Termination Currency" means United States Dollars.
(o) For the purpose of Section 6(e) of the ISDA Form:
(i) Market Quotation will apply and the Second Method will apply; provided,
however, with respect to an early termination in which Party A is the Defaulting Party
or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon
Merger, notwithstanding Section 6 of the ISDA Form the following amendment to Agreement
set forth in paragraphs (i) to (ix) below shall apply:
For the purposes of Section 6(d)(i) of the ISDA Form, Party B's obligation with respect
to the extent of information to be provided with its calculations is limited to
information Party B has already received in writing which Party B is able to release
without breaching any contractual obligations or the provisions of any law applicable to
Party B.
The definition of "Market Quotation" shall be deleted in its entirety and replaced with
the following:
"Market Quotation" means, with respect to one or more Terminated Transactions, a Firm
Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2)
for an amount that would be paid to Party B (expressed as a negative number) or by Party
B (expressed as a positive number) in consideration of an agreement between Party B and
such Reference Market-maker to enter into a transaction (the "Replacement Transaction")
that would have the effect of preserving for such party the economic equivalent of any
payment or delivery (whether the underlying obligation was absolute or contingent and
assuming the satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated
Transactions that would, but for the occurrence of the relevant Early Termination Date,
have been required after that Date, (3) made on the basis that Unpaid Amounts in respect
of the Terminated Transaction or group of Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early Termination
Date, have been required (assuming satisfaction of each applicable condition precedent)
after that Early Termination Date is to be included and (4) made in respect of a
Replacement Transaction with terms substantially the same as those of this Agreement
(save for the exclusion of provisions relating to Transactions that are not Terminated
Transactions)."
(ii) The definition of "Settlement Amount" shall be deleted in its entirety and
replaced with the following:
"Settlement Amount" means, with respect to any Early Termination Date, an amount (as
determined by Party B in accordance with the Pooling and Servicing Agreement) equal to
the Termination Currency Equivalent of the amount (whether positive or negative) of any
Market Quotation for the relevant Terminated Transaction or group of Terminated
Transactions that is accepted by Party B in accordance with the Pooling and Servicing
Agreement so as to become legally binding, provided that:
(a) if, on or prior to such Early Termination Date, a Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions is
accepted by Party B so as to become legally binding, the Termination Currency
Equivalent of the amount (whether positive or negative) of such Market
Quotation;
(b) if, on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by
Party B so as to become legally binding and one or more Market Quotations have
been communicated to Party B and remain capably of becoming legally binding
upon acceptance by Party B, the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotation;
(c) if, on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by
Party B so as to become legally binding and no Market Quotations have been
communicated to Party B and remain capable of becoming legally binding upon
acceptance by Party B, Party B's Loss (whether positive or negative and
without reference to Unpaid Amounts) for the relevant Terminated Transaction
or group of Terminated Transactions; and
(d) At any time on or before the Early Termination Date at which two or more
Market Quotations have been communicated to Party B and remain capable of
becoming legally binding upon acceptance by Party B, Party B shall be entitled
to accept only the lowest of such Market Quotations (for the avoidance of
doubt, (i) a Market Quotation expressed as a negative number is lower than a
Market Quotation expressed as a positive number and (ii) the lower of two
Market Quotations expressed as negative numbers is the one with the largest
absolute value).
(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation,
Party B shall determine in its sole discretion in accordance with the Pooling and
Servicing Agreement, acting in a commercially reasonable manner, whether a Firm Offer is
made in respect of a Replacement Transaction with commercial terms substantially the
same as those of this Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions).
(iv) If Party B requests Party A in writing to obtain Market Quotations, Party A
shall use its reasonable efforts to do so before the Early Termination Date.
(v) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of the ISDA
Form shall be deleted in its entirety and replaced with the following:
"SECOND METHOD AND MARKET QUOTATION. If Second Method and Market Quotation apply, (1)
Party B shall pay to Party A an amount equal to the absolute value of the Settlement
Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the
Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A
shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
Party B, provided that, (i) the amounts payable under clauses (2) and (3) shall be
subject to netting in accordance with Section 2(c) of this Agreement and (ii)
notwithstanding any other provision of this Agreement, any amount payable by Party A
under clause (3) shall not be netted-off against any amount payable by Party B under
clause (1)."
(p) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form: (a) Party A is not a
Multibranch Party; and (b) Party B is not a Multibranch Party.
(q) Credit Support Document. Initially with respect to Party A, a Credit Support Annex and any
guaranty in support of Party A's obligations. With respect to Party B, a Credit Support Annex, but only
with respect to Paragraph 3(b) of such Credit Support Annex.
(r) Credit Support Provider. In relation to Party A: Not Applicable. In relation to Party B: Not
Applicable.
(s) Section 12(a)(ii) of the ISDA Form is deleted in its entirety.
(t) Party A may assign or transfer its rights and obligations hereunder to any entity pursuant to
Section 9 of this Agreement. This Transaction shall not be amended or modified pursuant to Section 9(b)
of the ISDA Form unless the Rating Agency Condition is satisfied.
(u) Notwithstanding any provision of this Transaction or any other existing or future agreement,
each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise
withhold or suspend or condition payment or performance of any obligation between it and the other party
hereunder against any obligation between it and the other party under any other agreements. The
provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this
Transaction.
8. LIMITATION OF LIABILITY.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed by the
parties hereto that (a) this Confirmation is executed and delivered by LaSalle Bank National Association
("LaSalle Bank"), not individually or personally, but solely as Supplemental Interest Trust Trustee of the
RAAC Series 2007-SP2 Trust, in the exercise of the powers and authority conferred and vested in it, (b)
each of the representations, undertakings and agreements herein made on the part of the RAAC Series
2007-SP2 Trust is made and intended not as personal representations, undertakings and agreements by
LaSalle Bank but is made and intended for the purpose of binding only the RAAC Series 2007-SP2 Trust, (c)
nothing herein contained shall be construed as creating any liability on LaSalle Bank, individually or
personally, to perform any covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto; provided that nothing in this paragraph shall relieve LaSalle Bank from performing its
duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care
set forth therein, and (d) under no circumstances shall LaSalle Bank be personally liable for the payment
of any indebtedness or expenses of the RAAC Series 2007-SP2 Supplemental Interest Trust or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
RAAC Series 2007-SP2 Trust under this Confirmation or any other related documents.
9. ADDITIONAL PROVISIONS.
(I) DOWNGRADE OF PARTY A. If a Ratings Event (as defined below) shall occur and be continuing
with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice
to Party B of the occurrence of such Ratings Event, and (B) (x) within 30 calendar days after the
occurrence of a Ratings Event with respect to Fitch or, (y) within 10 Business Days with respect to Party
A (or its Credit Support Provider) that is a Financial Institution with respect to S&P; either (i) use
reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another
party, subject to satisfaction of the Rating Agency Condition (as defined below), (ii) post Eligible
Collateral in accordance with the Credit Support Annex attached hereto and made a part hereof or (iii)
obtain a guaranty which satisfies the Rating Agency Condition. Party A's obligations to find a
transferee, to post Eligible Collateral under such Credit Support Annex or obtain a guarantor shall
remain in effect only for so long as a Ratings Event is continuing with respect to Party A. For the
purpose hereof, a "Ratings Event" shall occur in that event that (1) Party A's (or its Credit Support
Provider's) short-term unsecured and unsubordinated debt rating is reduced below "A-1" by Standard &
Poor's Ratings Service ("S&P") (or if its short-term rating is not available by S&P, in the event that
its long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P) and with respect to
Party A (or its Credit Support Provider) such entity is a Financial Institution (an "S&P Approved Ratings
Downgrade") or (2) its short-term unsecured and unsubordinated debt rating is reduced below "F1" by
Fitch, Inc. ("Fitch") (or, if its short-term rating is not available by Fitch, its long-term unsecured
and unsubordinated debt rating is withdrawn or reduced below "A" by Fitch; or (iii) if Party A fails to
satisfy the Moody's Downgrade provisions set forth in Section 9(ii) hereof.
If an S&P Required Rating Downgrade (as defined below) shall occur and be continuing with respect to
Party A, then Party A shall within 2 Business Days of such S&P Required Rating Downgrade, (A) give notice
to Party B of the occurrence of such S&P Required Rating Downgrade, and (B) within 10 Business Days of
the occurrence of such Ratings Withdrawal, comply with the terms of the Credit Support Annex and (C)
within 60 days of the date of the S&P Required Ratings Downgrade, in addition to posting collateral
pursuant to the Credit Support Annex (i) transfer (at its own cost) Party A's rights and obligations
hereunder to another party, subject to satisfaction of the Rating Agency Condition or (ii) obtain a
guaranty of its obligations hereunder from another party, subject to the satisfaction of the Rating
Agency Condition, and such guaranty shall remain in effect only for so long as a S&P Required Rating
Downgrade is continuing with respect to Party A. For the purpose hereof, a "S&P Required Rating
Downgrade" shall occur with respect to Party A (or its Credit Support Provider) (x) if such entity is a
Financial Institution, its the short-term senior unsecured deposit rating is withdrawn by S&P or cease to
be at least "A-2" (or if its short-term rating is not available by S&P, in the event that its long-term
unsecured and unsubordinated debt rating is cease to be at least "BBB+" by S&P) or (y) with respect to
Party A (or its Credit Support Provider) if such entity is not a Financial Institution, at any time its
short-term senior unsecured deposit rating is withdrawn or reduced below "A-1" (or if its short-term
rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating
is cease to be at least "A+" by S&P).
"Financial Institution" means a bank, broker/dealer, insurance company, structured investment
vehicle or derivative product company.
"Rating Agency Condition" means, with respect to any action taken or to be taken, a condition
that is satisfied when S&P, Moody's and Fitch have confirmed in writing that such action would not result
in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating
Agency to the Certificates
(II) MOODY'S DOWNGRADE PROVISIONS.
(A) Moody's First Rating Trigger Collateral. For purposes of this section, if
Party A has failed to comply with or perform any obligation to be complied with or
performed by Party A in accordance with the Credit Support Annex from time to time
entered into between Party A and Party B in relation to this Agreement and either (x)
the Moody's Second Rating Trigger Requirements do not apply or (y) less than 30 Local
Business Days have elapsed since the last time the Moody's Second Rating Trigger
Requirements did not apply, such failure by Party A to comply with the provisions set
forth above shall constitute an Additional Termination Event for which Party A shall be
the sole Affected Party.
(B) Moody's Second Rating Trigger Replacement. It shall be an Additional
termination Event with respect to Party A as sole Affected Party if (x) the Moody's
Second Rating Trigger Requirements apply and 30 or more Local Business Days have
elapsed since the last time the Moody's Second Rating Trigger Requirements did not
apply and (y) (i) at least one Eligible Replacement has made a Firm Offer (which
remains capable of becoming legally binding upon acceptance) to be the transferee of a
transfer to be made in accordance with Part 5(m)(ii) below and/or (ii) at least one
entity with the Moody's First Trigger Required Ratings has made a Firm Offer (which
remains capable of becoming legally binding upon acceptance by the offeree) to provide
an Eligible Guarantee in respect of all of Party A's present and future obligations
under this Agreement.
For the purpose of sub-paragraph (B) and (C) above:
"Eligible Guarantee" means an unconditional and irrevocable guarantee that is provided
by a guarantor as principal debtor rather than surety and is directly enforceable by
Party B, where either (A) a law firm has given a legal opinion confirming that none of
the guarantor's payments to Party B under such guarantee will be subject to withholding
for Tax or (B) such guarantee provides that, in the event that any of such guarantor's
payments to Party B are subject to withholding for tax, such guarantor is required to
pay such additional amount as is necessary to ensure that the net amount actually
received by Party B (free and clear of any withholding tax) will equal the full amount
Party B would have received had no such withholding been required.
"Eligible Replacement" means an entity A (i) with the Moody's First Trigger Required
Ratings or (ii) whose present and future obligations owing to Party B are guaranteed
pursuant to an Eligible Guarantee provided by a guarantor with the Moody's First
Trigger Required Ratings and (B) with a short-term unsecured and unsubordinated debt
rating of at least "A-1" by S&P (or if its short-term rating is not available by S&P,
in the event that its long-term unsecured and unsubordinated debt rating is at least
"A+" by S&P) and with short-term unsecured and unsubordinated debt rating of at least
"F1" by Fitch.
"Firm Offer" means an offer which, when made, was capable of becoming legally binding
upon acceptance.
"Moody's Short-term Rating" means a rating assigned by Moody's under its short-term
rating scale in respect of an entity's short-term, unsecured and unsubordinated debt
obligations.
"Relevant Entities" means Party A and any guarantor under an Eligible Guarantee in
respect of all of Party A's present and future obligations under this Agreement.
An entity shall have the "Moody's First Trigger Required Ratings" (x) where such entity
is the subject of a Moody's Short-term Rating, if such rating is "Prime-1" and its
long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A2"
or above by Moody's and (y) where such entity is not the subject of a Moody's
Short-term Rating, if its long-term, unsecured and unsubordinated debt or counterparty
obligations are rated "A1" or above by Moody's.
The "Moody's Second Rating Trigger Requirements" shall apply so long as no Relevant
Entity has the Second Trigger Required Ratings.
An entity shall have the "Moody's Second Trigger Required Ratings" (x) where such
entity is the subject of a Moody's Short-term Rating, if such rating is "Prime-2" or
above and its long-term, unsecured and unsubordinated debt obligations are rated "A3"
or above by Moody's and (y) where such entity is not the subject of a Moody's
Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are
rated "A3" or above by Moody's.
So long as the Moody's Second Rating Trigger Requirements apply, Party A will at its
own cost use commercially reasonable efforts to, as soon as reasonably practicable,
procure either (x) an Eligible Guarantee in respect of all of Party A's present and
future obligations under this Agreement to be provided by a guarantor with the Moody's
First Trigger Required Ratings and/or the Moody's Second Trigger Required Ratings or
(y) a transfer in accordance with Section 9(ii) below.
(III) TRANSFERS.
(a) Section 7 of the ISDA Form shall not apply to Party A and, subject to Section
6(b)(ii) of the ISDA Form and Section 9(v) herein, Party A may not transfer (whether by
way of security or otherwise) any interest or obligation in or under this Agreement
without the prior written consent of Party B and Party A has satisfied The Rating
Agency Condition with respect to S&P. Any transfer pursuant to this Section will
require that the transferee enter into a Regulation AB indemnification agreement
substantially similar to the one previously entered into by Party A.
(b) Subject to Section 9(v) below, Party A may (at its own cost) transfer all or
substantially all of its rights and obligations with respect to this Agreement to any
other entity (a "TRANSFEREE") that is an Eligible Replacement, provided that Party B
shall determine in its sole discretion in accordance with the Pooling and Servicing
Agreement, acting in a commercially reasonable manner, whether or not a transfer
relates to all or substantially all of Party A's rights and obligations under this
Agreement and Party A has satisfied The Rating Agency Condition with respect to S&P.
Following such transfer, all references to Party A shall be deemed to be references to
the Transferee.
(c) If an entity has made a Firm Offer (which remains capable of becoming legally
binding upon acceptance) to be the transferee of a transfer to be made in accordance
with (ii) above and Party A has satisfied The Rating Agency Condition with respect to
S&P, Party B shall (at Party A's cost) at Party A's written request, take any
reasonable steps required to be taken by it to effect such transfer provided that such
steps shall be in accordance with the Pooling and Servicing Agreement.
(IV) TAX. Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of the ISDA
Form, in relation to payments by Party A, any Tax shall be an Indemnifiable Tax and, in relation to
payments by Party B, no Tax shall be an Indemnifiable Tax.
(V) RATING AGENCY NOTIFICATIONS. Notwithstanding any other provision of this Agreement,
this Agreement shall not be amended, no Early Termination Date shall be effectively designated by Party
B, and no transfer of any rights or obligations under this Agreement shall be made (other than a transfer
of all of Party A's rights and obligations with respect to this Agreement in accordance with Section
9(ii) above) unless Moody's has been given prior written notice of such amendment, designation or
transfer.
10. ADDITIONAL TERMINATION EVENTS.
(a) A Ratings Event or a S&P Required Rating Downgrade occurs as set forth in Section 9 hereof and
Party A fails to satisfy the requirements set forth in Section 9 hereof. Party A shall
be the sole Affected Party.
11. NON-PETITION.
Party A hereby irrevocably and unconditionally agrees that it will not institute against, or
join any other person in instituting against or cause any other person to institute against Party B, any
bankruptcy, reorganization, arrangement, insolvency, or similar proceeding under the laws of the United
States, or any other jurisdiction for the non-payment of any amount due hereunder or any other reason
until the payment in full of the certificates issued by Party B under the Pooling and Servicing Agreement
and the expiration of a period of one year plus ten days (or, if longer, the applicable preference
period) following such payment.
12. TAX REPRESENTATIONS.
(a) Payer Representations. For the purpose of Section 3(e) of the ISDA Form, Party A and Party B
will make the following representations:
It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of the Agreement) to be made by it to the other party under the
Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the
Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(iii) of the Agreement and the
accuracy and effectiveness of any document provided by the other party pursuant to Section
4(a)(iii) of the Agreement; and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement,
provided that it shall not be a breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason
of material prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of the Agreement, each of Party A and
Party B make the following representations.
The following representation will apply to Party A:
Party A is a national banking association organized under the federal laws of the United States
and its U.S. taxpayer identification number is 20-1177241.
The following representation will apply to Party B:
LaSalle Bank National Association is the Trustee and Supplemental Interest Trust Trustee under
the Pooling and Servicing Agreement.
13. NON-RECOURSE PROVISIONS.
Notwithstanding anything to the contrary contained herein, none of Party B or any of its
officers, directors, or shareholders (the "Non-recourse Parties") shall be personally liable for the
payment by or on behalf of the RAAC Series 2007-SP2 Trust hereunder, and Party A shall be limited to a
proceeding against the Collateral or against any other third party other than the Non-recourse Parties,
and Party A shall not have the right to proceed directly against the RAAC Series 2007-SP2 Trust for the
satisfaction of any monetary claim against the Non-recourse Parties or for any deficiency judgment
remaining after foreclosure of any property included in such Collateral and following the realization of
the Collateral, any claims of Party A shall be extinguished.
14. DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a)(i) and 4(a)(iii):
(1) Tax forms, documents, or certificates to be delivered are:
- ----------------------------------------------------- ------------------------------------------- ---------------------------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED
CERTIFICATE
- ----------------------------------------------------- ------------------------------------------- ---------------------------------------------------------------
- ----------------------------------------------------- ------------------------------------------- ---------------------------------------------------------------
Party A and Any document required or reasonably Promptly after the earlier of (i) reasonable demand by either
Party B requested to allow the other party to party or (ii) learning that such form or document is required.
make payments under this Agreement
without any deduction or withholding for
or on the account of any Tax or with such
deduction or withholding at a reduced
rate.
- ----------------------------------------------------- ------------------------------------------- ---------------------------------------------------------------
(2) Other documents to be delivered (unless publicly available) are:
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/ DATE BY WHICH TO BE DELIVERED COVERED BY SECTION 3(D)
CERTIFICATE REPRESENTATION
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
Party A and Party B Any documents to evidence the authority of Upon the execution and delivery of this Yes
the delivering party for it to execute and Agreement and such Confirmation.
deliver this Confirmation.
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
Party A and Party B A certificate of an authorized officer of Upon the execution and delivery of this Yes
the party, as to the incumbency and Confirmation.
authority of the respective officers of the
party signing this Confirmation.
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
Party A Legal opinion(s) with respect to such party Within 5 Local Business Days of No
and its Credit Support Provider, if any, execution hereof.
for it, reasonably satisfactory in form and
substance to the other party relating to
the enforceability of the party's
obligations under this Agreement.
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
Party A Annual Financial Statements of Party A as Promptly upon request made by Party B. Yes
set forth in Party A's Call Report.
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
Party B Each other report or other document Promptly upon request by Party A, or No
required to be delivered by or to Party B with respect to any particular type of
under the terms of the Pooling and report or other document as to which
Servicing Agreement, other than those Party A has previously made request to
required to be delivered directly by the receive all reports or documents of
Trustee to Party A thereunder. that type, promptly upon delivery or
receipt of such report or document by
Party B and delivery shall be satisfied
by posting such report on Party B's
website http://www.usbank.com/mbs.
- -------------------------------------- --------------------------------------------- ----------------------------------------- ---------------------------------
15. WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TRANSACTION.
16. ELIGIBLE CONTRACT PARTICIPANT.
Each party represents to the other party that it is an "eligible contract participant" as
defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.
17. NOTICE BY FACSIMILE TRANSMISSION.
Section 12(a) of the ISDA Form is hereby amended by deleting the parenthetical "(except that a
notice or other communication under Section 5 or 6 may not be given by facsimile transmission or
electronic messaging system)."
18. LIMITATION ON EVENTS OF DEFAULT. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form, if
at any time and so long as Party B has satisfied in full all its payment obligations under Section 2(a)(i)
of the ISDA Form and has at the time no future payment obligations, whether absolute or contingent, under
such Section, then unless Party A is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of any such payment, (a) the occurrence of
an event described in Section 5(a) of the ISDA Form with respect to Party B shall not constitute an Event
of Default or Potential Event of Default with respect to Party B as Defaulting Party and (b) Party A shall
be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form only as a result
of the occurrence of a Termination Event set forth in either Section 5(b)(i) with respect to either Party A
or Party B as the Affected Party.
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ Charleen Collins
Name: Charleen Collins
Title: Vice President ID# 15564
By: /s/ Dennis J. Nevins
Name: Dennis J. Nevins
Title: Officer ID# 15157
Confirmed as of the date above:
RAAC SERIES 2007-SP2 TRUST
By: LaSalle Bank National Association not in its individual capacity
but solely in its capacity as Trustee for the benefit of the RAAC Series 2007-SP2
Trust
By: /s/ Susan L. Feld
Name: Susan L. Feld
Title: Vice President
Reference Number: 481990HN
17411076
SCHEDULE A
With respect to calculating a Floating Amount for any Calculation Period falling within the periods set
forth below, the Notional Amount shall be the amount set forth opposite the relevant period and
underneath the caption Notional Amount, as follows:
- ------------------------------------------------------------------------------- --------------------------- -----------------
For the Calculation Periods Notional Amount Party A Cap
Rate:
- ------------------------------------------------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
From and including: To but excluding the in USD:
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
The Effective Date September 25, 2007 3,259,746.91 5.6020
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
September 25, 2007 October 25, 2007 4,972,841.80 5.6000
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
October 25, 2007 November 25, 2007 6,787,459.12 5.6030
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
November 25, 2007 December 25, 2007 8,367,870.59 5.6050
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
December 25, 2007 January 25, 2008 10,179,906.14 5.6070
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
January 25, 2008 February 25, 2008 11,711,758.27 5.6080
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
February 25, 2008 March 25, 2008 12,902,533.89 5.6100
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
March 25, 2008 April 25, 2008 14,152,612.28 5.6140
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
April 25, 2008 May 25, 2008 15,357,713.97 5.6200
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
May 25, 2008 June 25, 2008 16,437,766.83 5.6300
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
June 25, 2008 July 25, 2008 17,406,845.12 5.6390
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
July 25, 2008 August 25, 2008 18,277,649.87 5.6450
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
August 25, 2008 September 25, 2008 19,040,553.00 5.6520
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
September 25, 2008 October 25, 2008 19,798,259.35 5.6590
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
October 25, 2008 November 25, 2008 20,456,420.26 5.6660
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
November 25, 2008 December 25, 2008 21,655,591.34 5.6730
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
December 25, 2008 January 25, 2009 14,703,966.75 5.6800
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
January 25, 2009 February 25, 2009 13,263,813.96 5.6880
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
February 25, 2009 March 25, 2009 13,435,347.58 5.6950
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
March 25, 2009 April 25, 2009 13,598,750.21 5.7030
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
April 25, 2009 May 25, 2009 13,646,563.63 5.7110
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
May 25, 2009 June 25, 2009 13,647,448.40 5.7190
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
June 25, 2009 July 25, 2009 13,678,385.66 5.7270
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
July 25, 2009 August 25, 2009 13,680,018.08 5.7360
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
August 25, 2009 September 25, 2009 13,673,426.85 5.7450
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
September 25, 2009 October 25, 2009 13,650,267.10 5.7550
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
October 25, 2009 November 25, 2009 13,486,989.92 5.7640
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
November 25, 2009 December 25, 2009 13,362,468.75 5.7730
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
December 25, 2009 January 25, 2010 12,218,328.24 5.7820
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
January 25, 2010 February 25, 2010 11,350,028.90 5.7900
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
February 25, 2010 March 25, 2010 11,312,898.66 5.7990
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
March 25, 2010 April 25, 2010 11,266,738.89 5.8080
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
April 25, 2010 May 25, 2010 11,212,251.42 5.8160
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
May 25, 2010 June 25, 2010 11,150,094.19 5.8240
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
June 25, 2010 July 25, 2010 11,080,883.97 5.8330
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
July 25, 2010 August 25, 2010 10,997,532.94 5.8420
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
August 25, 2010 September 25, 2010 10,916,149.17 5.8520
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
September 25, 2010 October 25, 2010 10,829,104.85 5.8610
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
October 25, 2010 November 25, 2010 10,695,646.43 5.8710
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
November 25, 2010 December 25, 2010 10,600,524.56 5.8800
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
December 25, 2010 January 25, 2011 10,451,000.92 5.8890
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
January 25, 2011 February 25, 2011 10,349,658.04 5.8980
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
February 25, 2011 March 25, 2011 10,238,252.08 5.9070
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
March 25, 2011 April 25, 2011 10,130,710.80 5.9150
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
April 25, 2011 May 25, 2011 10,020,366.12 5.9230
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
May 25, 2011 June 25, 2011 9,907,483.98 5.9310
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
June 25, 2011 July 25, 2011 9,792,457.32 5.9400
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
July 25, 2011 August 25, 2011 9,675,127.69 5.9500
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
August 25, 2011 September 25, 2011 9,528,381.54 5.9600
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
September 25, 2011 October 25, 2011 9,373,494.82 5.9690
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
October 25, 2011 November 25, 2011 8,968,052.16 5.9780
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
November 25, 2011 December 25, 2011 8,511,150.75 5.9860
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
December 25, 2011 January 25, 2012 8,143,233.48 5.9940
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
January 25, 2012 February 25, 2012 7,891,853.00 6.0020
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
February 25, 2012 March 25, 2012 7,804,791.08 6.0080
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
March 25, 2012 April 25, 2012 7,716,312.36 6.0140
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
April 25, 2012 May 25, 2012 7,626,569.03 6.0200
- --------------------------------------- --------------------------------------- --------------------------- -----------------
- --------------------------------------- --------------------------------------- --------------------------- -----------------
May 25, 2012 The Termination Date 7,535,705.47 6.0250
- --------------------------------------- --------------------------------------- --------------------------- -----------------
* All dates listed above (with the exception of the Effective Date) are subject to adjustment in
accordance with the Following Business Day Convention